Exhibit 10.12
COX SUPPLEMENTAL RETIREMENT
PLAN
Cox Enterprises, Inc. (the
“Company”) hereby amends and restates the Cox
Supplemental Retirement Plan as first adopted effective as of
January 1, 1994 (the “Plan”). The effective date
of this amended and restated Plan is January 1,
2005.
ARTICLE 1
GENERAL
The purpose of the Plan is to
provide supplemental pension benefits to a group of the
Company’s management employees and their dependents in
accordance with the terms hereof. The Plan is designed to provide
benefits to certain employees through coordination with benefits
provided under a defined benefit plan maintained by the Company or
one of its affiliates under Section 401 of the Code (the
“Pension Plan”).
For the purpose of this Plan, except
to the extent clearly contemplated by the context in which they are
used, all capitalized terms used herein shall have the same meaning
as ascribed thereto in the Pension Plan. Notwithstanding the
foregoing, the term “Compensation” shall be applied
hereafter in this Plan without regard to the limit on includable
compensation imposed by Code Section 401(a)(17); provided,
that in no event shall Compensation credited under the Plan for any
Plan Year exceed a maximum limit of $317,000 (in 2005) or such
higher amount as may be established by the Company from time to
time in its sole discretion, except as otherwise provided under the
Plan,
ARTICLE 2
ELIGIBILITY TO
PARTICIPATE
The Management Committee, as
designated under Article 8 hereof, shall from time to time
designate Employees as Participants under the Plan. No Employee who
is a Participant under the Cox Executive Supplemental Plan (the
“CESP”) shall be eligible to participate in the Plan.
In the event a Participant in the Plan subsequently is entitled to
the payment of benefits under the CESP, then, notwithstanding any
provisions of the Plan to the contrary, his or her benefits
otherwise payable under this Plan shall be cancelled, and such a
Participant shall not be
entitled to the payment of benefits hereunder.
Notwithstanding the foregoing, the Management Committee in its sole
discretion may from time to time designate certain participants as
eligible to participate in, and entitled to benefits under, both
the CESP and the Plan.
ARTICLE 3
DETERMINATION OF
BENEFIT
A Participant’s benefit under
this Plan shall be determined by applying the Plan’s
definition of Compensation, as modified by the provisions of
Article I hereof, to the applicable accrued benefit provisions with
respect to such Participant under the Pension Plan in which the
Participant is participating at the time the benefit is calculated,
in accordance with the relevant provisions of Articles IV, V, VI
and VII of the Pension Plan(s). Any benefit payable under this
Article 3 first shall be reduced as provided in Article 4 of the
Plan, and shall be payable in accordance with the provisions of
Article 5 hereof.
ARTICLE 4
NO DUPLICATION OF
BENEFITS
The benefit payable under this Plan
to any Participant shall not duplicate benefits payable to him or
her under any Pension Plan in which he or she has participated. No
benefit therefore shall be payable to a Participant under this Plan
unless his or her monthly benefit under this Plan exceeds the total
monthly benefit payable to such Participant under the Pension
Plan(s), whenever such benefit becomes payable, and, in the event a
benefit is payable under this Plan to such a Participant, the
actual amount of such benefit payable under Section 5.1,
Section 5.2 or Section 5.3 shall equal the excess, if
any, of the Participant’s benefit as described in the
applicable section over the total benefit, if any, payable to such
Participant under the Pension Plan(s), where for purposes of
determining such excess:
(a) In the event that the
Participant’s benefit (if any) under the Pension Plan and
under this Plan are paid in the form of an annuity payable monthly
for the lifetime of the Participant, the total benefit under the
Pension Plan and this Plan shall be expressed (according to the
terms of the Pension Plan) as an annuity payable monthly for the
lifetime of a Participant, which commences as of the date his or
her benefit is scheduled to commence under this Plan,
and
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(b) In the event that the
Participant’s benefit (if any) under the Pension Plan or
under this Plan are paid other than in the form of an annuity
payable monthly for the lifetime of the Participant, the total
benefit under the Pension Plan shall be expressed, on an Actuarial
Equivalent basis, in the form of the benefit payable monthly for
the lifetime of a Participant, which commences as of the date his
or her benefit is scheduled to commence under this Plan.
ARTICLE 5
BENEFIT PAYMENT TIMING AND
FORM
5.1 Participants Who Terminate
Employment Before January 1, 2005 . With respect to a
Participant whose employment terminated before January 1, 2005
and who has no employment service with the Company after that date,
the timing of benefit commencement and the form of benefit payment
under this Plan shall both be identical to the timing and form of
such Participant’s benefit under the Pension Plan.
5.2 Participants Who Terminate
Employment On or After January 1, 2005 . With respect to a
Participant whose employment last terminates on or after
January 1, 2005, the timing of benefit commencement and the
form of benefit payment under this Plan will be determined in
accordance with this Section 5.2 and
Section 5.4.
(a) Normal Retirement . A
Participant who “separates from service” (as that term
is defined by the Secretary of the Treasury for purposes of
Section 409A of the Code) on or after the date he attains age
sixty-five (65) shall commence his or her benefit on the first
day of the first month that coincides with, or immediately follows,
the date on which such Participant separates from service.
Notwithstanding the foregoing to the contrary, the monthly benefit
of a Participant who is a “key employee” (as defined in
Section 416(i) of the Code without regard to paragraph 5
thereof) of an Affiliate whose stock is publicly traded on an
established securities market shall commence on the first day of
the seventh month after the date indicated in this
Section 5.2(a); provided that payments to which such
Participant otherwise would be entitled during the first six months
following the date of separation from service, plus simple interest
at a rate of 6% to reflect the delay in payment, are accumulated
and paid on the first day of the seventh month following the date
of separation from service. This benefit will be paid in the form
of a single life annuity, unless the Participant elects another
form of benefit as provided in Section 5.4.
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(b) Early Retirement . A
Participant who “separates from service” (as that term
is defined by the Secretary of the Treasury for purposes of
Section 409A of the Code) (i) before he or she attains
age sixty-five (65) and (ii) on or after the date he or
she (a) attains age fifty-five (55) and
(b) completes ten (10) or more Years of Vesting Service
under the Pension Plan shall commence his or her benefit on the
first day of the first month that coincides with, or immediately
follows, the date on which such Participant separates from service.
Notwithstanding the foregoing to the contrary, the monthly benefit
of a Participant who is a “key employee” (as defined in
Section 416(i) of the Code without regard to paragraph 5
thereof) of an Affiliate whose stock is publicly traded on an
established securities market shall commence on the first day of
the seventh month after the date indicated in this
Section 5.2(b); provided that payments to which such
Participant otherwise would be entitled during the first six months
following the date of separation from service, plus simple interest
at a rate of 6% to reflect the delay in payment, are accumulated
and paid on the first day of the seventh month following the date
of separation from service. This benefit will be reduced in
accordance with the early retirement reduction factors under the
terms of the Pension Plan and will be paid in the form of a single
life annuity, unless the Participant elects another form of benefit
as provided in Section 5.4.
(c) Term Vested . A
Participant whose status as an Employee terminates on or after the
date he or she completes five (5) Years of Vesting Service
under the Pension Plan but before he or she is eligible for a
benefit under Section 5.2(a) or (b) of this Plan shall
commence on the first day of the first month following the date he
or she attains age sixty-five (65), if he or she is then living;
provided that the monthly benefit of a Participant with ten
(10) or more years of Vesting Service shall commence on the
first day of the first month coinciding with or immediately
following the date such Participant attains age fifty-five (55).
Notwithstanding the foregoing to the contrary, the monthly benefit
of a Participant who is a “key employee” (as defined in
Section 416(i) of the Code without regard to paragraph 5
thereof) of an Affiliate whose stock is publicly traded on an
established securities market shall commence no earlier than the
first day of the seventh month after the date he or she separates
from service; provided
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that payments to which such Participant
otherwise would be entitled during the first six months following
the date of separation from service, plus simple interest at a rate
of 6% to reflect the delay in payment, are accumulated and paid on
the first day of the seventh month following the date of separation
from service. This benefit will be reduced in accordance with the
reduction factors in Article V of the Pension Plan and will be paid
in the form of a single life annuity, unless the Participant elects
another form of benefit as provided in Section 5.4.
5.3 Death Benefit .
Notwithstanding the foregoing, the Spouse of any Participant or
former Participant who has a vested benefit under the Pension Plan
and who dies prior to the date his or her benefit commences shall
receive a benefit equal to the monthly payments that would have
been made to the Spouse if the Participant or the former
Participant had commenced benefits on the day of his or her death,
had elected to receive his or her benefit in the form of a joint
and 50% survivor annuity pursuant to Section 5.4(b) of the
Plan, and had died on the day after he or she would have commenced
benefits under Section 5.2, which benefit shall be payable on
the first day of the month next following the date which is the
earliest date that the Participant or former Participant could have
commenced be
